Operation: YOYO
by lightning bird
Summary: He could sense eyes upon him and he knew the Fusions were formulating an attack. School might be beyond his skills, but when it came to survival and fighting, Wallabee Beetles had few peers. Melees, not math, were what mattered the most right now.
1. Fusion Fall

**Operation: Y.O.Y.O.**

**Y**ou're  
><strong>O<strong>n  
><strong>Y<strong>our  
><strong>O<strong>wn

by lightning bird

**A/N **FusionFall, Dexter's Laboratory, the Powerpuff Girls, Code Name Kids Next Door, Generator Rex, Ben Tennyson, and all those characters I love picking on belong to Cartoon Network and their respective creators. Admiral Nelson, NIMR, the _Seaview_, and all things _Voyage to the Bottom of the Sea_ were created by Irwin Allen and are the property of 20th Century Fox.

**OoOoOoOoOoOoO**

**Chapter One: FusionFall**

"Alrighty. Is that tight enough, Professor?"

"Almost, Wally. You're doing a good job. Just hold the end a bit tighter and pull hard when you wrap it."

"I don't want to hurt you."

"You can't hurt me more than I already am, son."

Grimacing at the truth of these words, Number Four pressed his mouth into a firm line and tried to ignore the sight and smell of blood as he kept wrapping the makeshift bandage around the deep and ugly cut in the Professor's arm. Not daring to look at Utonium – because Wally knew that if he was pale the Professor had to be whiter than salt – he bound the man's arm from armpit to wrist, taking care to keep the fabric taut and to overlap each pass as neatly as he could. A line of blood showed through the white fabric, but the worst of the bleeding had stopped by now.

"What about the end here?" he asked after a few minutes. He looked up to see that the Professor had been watching him all the while, a slight smile on his lips at the intense concentration on Number Four's face.

"A little tighter," instructed the scientist. "Now tuck the end under. Pull it through. There. Good job."

"What next?"

He pressed his uninjured hand to his side as he drew a breath. "Next I bandage your hand. That looks like a bad cut."

Wally glanced down at the scrape across the back of his left hand. He hadn't really noticed it until this moment. "Eh. It's not enough to-"

Rather than answer, the Professor grabbed Number Four's hand and one of the strips of his coat and expertly bound the cut. Wally watched carefully, noticing how neat and snug the final results were. It did feel better, and he smiled his gratitude.

"Thanks, Professor. Now what's next to get you set up?"

"We need something to splint my leg. Something heavy and stiff to brace it. What have we got on the ship?"

The young boy frowned, mentally trying to inventory the things he'd seen inside the small SHORTBus that would fit the bill. Uncertainly, he said, "I'll have to go check and see. Wait right here."

"Promise," murmured Utonium, closing his eyes against the pain.

Realizing that in his condition the man was going nowhere, Wally at first started to apologize, then decided he was wasting time by standing here. He took their only Null-Void blaster, checked the pocket of his hoodie to make sure he still carried his yo-yo, and turned and left the relative shelter of the overhanging rocks to hurry back to the crash site. The light was fading and the rain hadn't let up, but at least that meant that the fire in the KND airship had been extinguished. At least it wasn't smoldering any longer. It still stank of smoke and melted plastic and he could feel lingering heat in the ground beneath his feet.

It should have been an easy mission. Six hours tops. All he had to do was pick up Professor Utonium at NIMR in Santa Barbara in a SHORTBus (a Super Heavy Outer Range Transport Bus, possibly his least favorite mode of transportation outside of anything that floated) and fly him back to DexLabs. Apparently the Professor and some egghead admiral were exchanging some hush-hush information that they didn't want to send electronically. Number Two had been out of his mind with jealousy when the mission fell to Wally – something about a fancy submarine and research on algae or jellyfish EVOs or some such that all sounded entirely too water-centric to hold any interest for him. A slip-and-slide or running through a sprinkler was as close to swimming as Wallabee Beetles ever wanted to get, which was probably why Number One sent him and not Hoagie. Number Four would get there and back whereas Number Two would ask for a tour.

He'd picked up Professor Utonium no problem. He'd never really met the man before and had never spoken to him personally, but Number Four was pleasantly surprised on the flight back to find him very nice for an adult and positively fun to talk to – not stuffy at all and he appreciated Australian humor (far more than he appreciated 2x4 Technology, but that DexTech stuff he was used to using attracted a lot of Fusion attention). He understood children well, having four of his own close to Wally's age, and since they were both part of the war against the Fusion Invasion they found a lot to talk about. Utonium listened without interrupting as Wally relayed some of his (only slightly embroidered) adventures. Warming up to his captive audience, he told the whole dramatic tale of the plunge he'd taken off of Mount Kibble last year when he and the team from Sector V had backed up Ben Tennyson in the fight against the first Fusion Dexter. He was immensely smug at gaining the Professor's admiration for his mountaineering skills and personal thanks for the part he'd played in that mission. He was happily imagining Hoagie's envious 'oooh's and 'aaaah's when the first sign of trouble appeared.

"_That's weird."_

"_What is?"_

"_The weather radar. It's showing a mini storm up ahead but I checked the weather before we left California and the sky was clear almost all the way to the Mississippi. This area's not supposed to get rain until tonight. Lookee. That's like some crazy tornado cell or something!" He pointed to the screen over their heads. A small patch of weather showed on the radar, so dense that it was almost black against the mountains._

_Rather than look at the radar, though, the Professor stared at the horizon. Utonium's voice was calm even though his words were enough to incite a riot. "Oh, my god. That's not a storm, Wally. That's a FusionFall."_

_Number Four gasped, instantly terrified as he instinctively looked out the windshield. He'd never seen an actual FusionFall before but clearly his companion had. A pulsing dark mass comprised of millions of Fusion Spawns hovered over the foothills rising before them. Wally knew that right here, flying toward the cloud of newly released Fusion Spawns, was the very last place they wanted to be. _

_"Crud! Hold on! Evasive maneuvers!" He banked hard, trying to turn the SHORTBus around. Small though it was, the transport was not made for battle or fancy flying or managing a turn as tight as he was forcing upon it. "Can you send a COMMBURST?" shouted Number Four over the whine of the straining engines. Earth's Combined Forces needed to be told of this immediately._

"_I don't know how on this equipment," grunted the Professor. The g-force of the turn crushed him back into the padded co-pilot's seat._

"_Mayday, then! That green button!"_

_He barely heard Utonium calling in a mayday. If sheer willpower could have made them fly faster, they would have broken the sound barrier and left the Fusions behind. Teeth clenched, his hands gripping the steering wheel until his knuckles were white and his fingers were numb, Number Four winged a silent prayer to whatever god or saint watched over jocks and nerds and people in the air about to fly smack-dab in the middle of a storm of semi-intelligent alien goop. If the ship could hold together . . . if the spawns hadn't seen them (please, please, please!) . . . if the mayday actually reached anyone in an area so inaccessible . . . _

_For an adult, Utonium was behaving remarkably controlled. Most grownups Wally had encountered would have been in a state of denial at the notion of the SHORTBus being able to fly, let alone a FusionFall, but here was the president of DexCorp International barking out a mayday and rattling off their coordinates like he did this sort of thing every day. It was as strange as it was comforting._

"_Wally, they've spotted us!"_

_He spared a glance at the radar. With sickening dread he saw a dark tendrils twine their way out of the dark mass ahead. He looked out the windshield to confirm the site and what he saw made him freeze in horror. It was like a black-green tornado turned on its side and making it way straight at them, a groping tongue that wanted to lap them up and turn them into monsters._

"_We have to land!" cried Utonium, snapping Number Four out of his reverie._

"_Right," he muttered. "Before they do the job for us. Hold on, Professor!"_

_It was almost like falling off Mt. Kibble again, so fast and steep was their descent. He didn't dare slow down as he tried to find a place to safely ditch the SHORTBus. He leveled the craft off over thin woodlands and craggy foothills. _

"_As soon as we land we have to run for cover," said the Professor, and Number Four admired such foolhardy confidence that he should use the word _land_ at all. "We need to shelter under rock – a cave or deep overhang. They won't be able to sense us if that cloud stays intact."_

_He didn't detail what would happen if the cloud split up to come after them. He didn't need to (nor did Wally want him to). Well, the escape plan was laid. Now he just had to land._

_Both of them cried out in surprise and fear as something heavy hit the SHORTBus. Neither of them needed to look to know a Fusion Spawn – a turnip-sized drop of Fusion Matter with eyes and jagged teeth and very little brain – had just smacked into the ship with a loud thump. Several more impacts were heard before Number Four began to have difficulty flying the vehicle. _

"_They're all on the right wing," he grunted, fighting the controls. _

"_Land this thing! Fast!"_

They'd landed fast all right. With the aircraft weighed down by Fusion Spawn that thought nothing of trying to devour and absorb their ride, it was as hot a touch-down as ever he'd seen. They hit with incredible force, jarring Wally through every bone in his body and shattering every glass panel and window in the ship. The engines roared on, pushing the airship onto its right side and driving it through the rocky ground. The SHORTBus had carved a swath through the scrawny trees that slapped most of the Spawns off of what was left of the craft. Already disintegrating, the high-speed crash broke the ship to pieces until a convenient wall of stone stopped all their forward motion in one terrific, wrenching shot.

He clambered down a narrow ledge until he was level with the largest piece of what had once been a KND transport. The twisted wreck was as much burned as it was dissolved, but at least it seemed the Fusion Spawn had moved on. He hoped. Wally shuddered at the memory of the FusionFall. It wasn't so much as seeing the dark cloud and knowing what it was – rather his reaction was spurred by what he knew the Fusions could _do_.

He climbed through the remains, amazed that they had both escaped before the fire had spread to the cockpit. He was rather glad all he could smell were acidic fumes and burnt plastic and metal. The smell of blood had been the first thing he'd noticed once he'd been fully conscious. The second had been smoke. The first was coming from the Professor, hanging limp in his chair and bleeding from where broken glass and metal had showered down on him when the SHORTBus had rolled on its side. The second was coming from what remained of the rear of the ship. Even then, his first thought had been of Fusions getting them and Wally had dropped out of his seat and scooped up a Null-Void blaster from the locker next to the co-pilot's seat since the one by the pilot's chair was out of range with the ship at this skewed angle. Only then had he gone to help the Professor.

He wounds were ugly. Side, leg, arm - even Wally, whose knowledge of field medicine ended when the band-aids ran out, could see that Professor Utonium was badly hurt. The cut on his arm was long and deep and shards of metal had gone through his harness and clothing and his whole left side was bloody. Waking him up and getting him out of the seat had been a nightmare since there was no easy way to do it with the man so injured. He'd never heard an adult scream in pain before, and that had been as alarming to Number Four as anything else that had happened today. When they emerged from the ship and had been set upon by three Fusion Spawns. Wally had simply shot them with ruthless efficiency, barely aware he did it in light of his worry over Utonium.

Thinking back on the route he'd just taken, Number Four was rather amazed that the Professor had made it so far with his leg so hurt. He'd been forced to leave him for a little while as he scouted out the area and found shelter. All the while he'd been terrified of the Fusion Spawns coming along and finding the Professor alone and defenseless, but he found a dry, shallow cavity in the rock not terribly far from the crash site, and with much tugging and pulling and pushing and supporting (and more than a few curses muttered under his breath) he managed to move his companion into it. His hope was that if he found the shelter so easily, so could a rescue party.

But then again, so could the Fusions.


	2. Reading Material

**Chapter Two: Reading Material**

"_Professor, you're bleeding all over," he said, not even trying to mask the fear in his voice but refusing to be stopped just because he was afraid. "What do I do?"_

_Terribly pale, Utonium's voice was faint but even as he answered, "We have to stop the bleeding. Help me get my lab coat off." _

"_You sure? It's gonna hurt."_

"_I'm sure."_

_Perhaps it was because he knew he was all the Professor had right now, perhaps it was the faith the injured man seemed to have in him that he could do this. Either way, Wally was ready to do anything he was instructed right now. He didn't mind listening to the Professor and he knew what he was about far better than Number Four. _

"_Now what?"_

_Pressure to stop the bleeding. Tear the coat into strips with his pocket knife for bandages. There was no water to wash the cuts, so Wally cleaned the Professor's side as best he could with a scrap of fabric and used his own t-shirt as a pad to protect the swollen, bruised, and lacerated skin over the man's ribs. The steadiness of his hands was surprising and he felt a swelling of pride that he was able to deal with such severe injuries without getting squeamish._

"_Are you hurt?" Utonium asked softly._

"_Me? Naa," he said with a shrug. Bumps and bruises he could ignore with ease. He instinctively wiped his hands on his jeans, unconscious of the bloody streaks left behind. "Nothing bad. I've been bounced around a lot worse."_

"_I don't doubt it. Listen to me before I fall asleep on you. I've lost a lot of blood. I'll probably go into shock before long. My pulse will get weak and irregular. I'll get thirsty and disoriented and cold and eventually I'll lose consciousness. I want you to be ready and not panic."_

"_What can I do?"_

"_Not much out here, I'm sorry to say. Keep me warm if you can. You have to make sure I'm able to breathe. If I'm unconscious, put me in recovery position and just keep an eye on me."_

_Wally hated to look less than sharp, but he was already pretty fond of this person even if he was an adult and he didn't want to do something wrong. Trying not to sound as ignorant as he felt, he asked, "What's a recovery position?"_

"_Roll me onto my left side. Bend my legs so I don't roll back. Put my right hand on the ground in front of me."_

"_Oh. Okay. I can do that. Um . . . why the left side?"_

_The question seemed to please Utonium._ "_Because the left lung is slightly smaller than the right, so if I vomit and happen to swallow it, if it goes into my lungs I'll still have the larger lung clear and get more oxygen to my system."_

"_Ew! Gross!" The exclamation escaped before he could stop it. Trying to cover his embarrassment, Number Four muttered, "You know a lot about this stuff."_

_Professor Utonium smiled patiently. "I should hope so. I'm a doctor."_

_He stopped in his bandaging to stare at his patient. "I thought you were a scientist!"_

"_I am, but my first doctorial degree was in medicine."_

_"Where'd you go to school?" he wondered, then wondered why he wondered._

_"Harvard," was the quiet reply._

"_Oh." Even Wally knew to be impressed. He returned to his task. "How'd you get so smart, Professor?"_

"_I read a lot. Still do."_

"_Huh. I just read comic books," he said a little apologetically._

"_I read those, too."_

_This time he paused out of pure, skeptic disbelief._

"_Buttercup gets _Spore_," Utonium went on, not noticing the KND's reaction (or at least choosing to ignore it as he proved his point). "She lets me read it. I'm still waiting to find out if Arsynergy made it out of the Black Fortress or not and I think Dr. Riley is another clone, not the real one."_

"_Seriously? Another clone? But he knew about the virus that Darkner has!" exclaimed Wally, something like awe filling him as he gaped at the man. Utonium was getting dangerously close to being cool, and Wallabee Beetles had never before met anyone older than twenty who could be so classified besides Samurai Jack. He blushed a bit as he got back to bandaging. "I, uh . . . I've been waiting for that issue, too. Uh . . . it should come out next Friday."_

"_Good. I hate suspense."_

He'd never imagined he'd have comic books in common with a doctor, let alone a doctor that was also a nerdy scientist and head of a gigantic international corporation. It was something he didn't think he'd share with anyone else, just a little secret he could keep locked away. That way, when anyone tried to put him down or make him feel stupid (something the Delightful Children did constantly), he could remind himself that professional smart guy Professor Utonium liked the same stories he did. It wasn't much, but it made him feel better.

Something to brace the Professor's leg . . . He'd said he didn't think it was broken, maybe just cracked and chipped beneath the skin. Number Four had broken bones in the past and he knew it wasn't fun. Utonium was in a world of pain, though he hid it pretty well.

A noise outside the wrecked ship made him pause. He looked, but saw nothing in the rainy twilight. Knowing not to trust nothing, he picked up the pace, his mind considering and rejecting the scraps of plastic and metal as unsuitable. He stepped through the back of the SHORTBus. The rear of it had twisted and broken away about a hundred yards back, the weight of the engine too much for the weakened frame after such a heavy landing. He picked his way through the trees to the rest of the wreck, hoping something useful had avoided the flames. He was surprised to see it was only slightly blackened in comparison to the larger front section. Using a rock, he broke open a few storage lockers. There was no food or water, but he did find a blanket that was only slightly singed and a few glow sticks. Further exploration told him that Number 981 had been assigned as this vehicle's chief pilot because one locker that should have held emergency supplies was jammed with sports magazines that spilled to the ground. A groan escaped Number Four at the meagerness of the supplies, which turned quickly to a growl of anger. He was so going to throttle Number 981 and make him eat a whole bowl of Brussels sprouts when they got back.

He heard the noise again. It was getting darker and the rain, though not heavy, was not letting up. It occurred to him that the magazines – oversized and heavy - might just fit the bill for a splint. He could picture in his mind's eye overlapping a few of the books and bending them up around the Professor's shin to support the injured leg. Besides, they were cleaner and easier to carry than anything else he'd seen in the wreck.

He grabbed ten or twelve of the heaviest ones and wrapped them and the glow sticks in the blanket. He froze when something rustled the nearby brush. Animal? Bird? Fusion Spawn? He didn't wait to find out, but hurried back the way he'd come as soon as it seemed prudent. He had no idea how long he'd been away, but in the falling dark he couldn't spot any signs that there was anything alive in the area besides himself and the Professor, which left him to wonder if Fusions could be classified as being alive.

Utonium hadn't budged an inch since he'd left. Wally worried that the predicted shock was setting in, but the man stirred and looked up as he approached. He sighed in relief to see the young blond.

"I was worried," admitted the Professor.

Number Four shrugged, trying to play it cool even though the stark whiteness of the Professor's face was frightening. "I heard something in the bushes. I think it followed me."

"Animal?"

"I didn't get a look at it." As he spoke he unwrapped the blanket and displayed his finds. "I couldn't find anything that really fit the bill for a splint, but I thought these might do the trick." He held up one of the heavy magazines. "If we wrap it 'round your leg, it should keep it braced, right?"

Utonium smiled in weary approval. "That's excellent, Wally. Great idea."

"You think it'll work?" he asked in surprise. Rarely were his suggestions so praised.

"Yes. We'll use strips from the blanket. Can you cut a few?"

He could tell Utonium was slowly fading and moved quickly to lay out the splint: wide strips cut from the blanket, magazines overlapping the length of the Professor's right shin, and another piece of blanket to pad the injured leg. By the greenish light of a glow stick, he carefully curled the magazines around Utonium's lower leg, tying the makeshift splint tightly in place. They both let out sighs of relief when the task was done.

"How's that feel, Professor?" asked Wally, spreading the blanket over him.

"Much better," said the scientist.

Wally didn't think he was quite telling the truth, but he wasn't about to argue. "Do you think they'll come looking?"

"They're looking now, I'm sure."

"You think your mayday got through?"

"Even if it didn't, we were due back by four and I was supposed to have baked ziti made by six, so my girls will definitely want to know where their dinner is, let alone their dad. I'm sure they're looking for us."

Wally let out a huff of a laugh. He didn't know the Utonium children personally, but he knew of them and he'd ended up working alongside the Powerpuff Girls in battle a few times. They weren't bad for girls, and they were good to have around when a fight got hairy, and he could see them worrying over their dad. Dexter, on the other hand, was a strange egg. He had only seen the Boy Genius once and had never spoken to him. He wondered what it was like to be so smart and wealthy, and he found himself asking,

"What about Dexter?"

"He'll send every ship he's got to find us."

Wally nodded in satisfaction, having seen the small fleet of gunships and transports Dexter had designed and built at DexLabs (and having seen one blown to smithereens). "He won't come?" wondered Number Four, surprised. From what he'd heard, Dexter thought the world of the Professor (a point of view he could understand).

"He can't. He's not allowed to leave DexLabs and go into combat zones."

"That's weird," observed the KND with a frown. "We all go. Why can't he leave?"

"It's a long story," Utonium said, evading the issue with practiced ease. "But it comes down to the simple fact that we can't risk losing him."

For a moment he pondered if such status was enviable or not. It struck Wally that he actually had more freedom and fun and probably had loads more friends than the billionaire nerd. "That sounds boring."

The dark-haired man smiled at so astute an observation. "It catches up to him sometimes and we have to think of new ways to distract him."

"How long do you think it will take for them to find us?" he abruptly asked. He was hungry and thirsty and it was getting very chilly out here. If he was uncomfortable, he knew Utonium had to be miserable, considering the facts that there was so much more of him and he was hurt.

"I can't say. Not long, I hope." He started to say more and winced at a stab of pain in his side.

Number Four instinctively reached for him. "Careful, Professor. Should you lie down, maybe?"

Gritting his teeth, Utonium shifted slightly, closing his eyes as he faintly said, "Just let me rest a little, Wally."

"Right. Rest."

Was this shock setting in? He wanted to ask further but the Professor seemed weaker and his voice was coming in breathless pants, so Number Four let him be. Null-Void in hand, Wally settled in close by Utonium, making sure the blanket was tucked in around him. The glow stick was fading but he resolved not to use another until necessary. Tucking his free hand into his pocket, he gripped the tactical yo-yo tightly as he looked out into the darkness, wishing for moonlight, wishing for warm, dry clothes, wishing they were home where they belonged.


	3. Karmadillo

**Chapter Three: Karmadillo**

He must have dozed off despite the cold because he snapped to alertness at a sound. Unsure if what he'd heard was real or dreamed, Number Four rubbed his face with his free hand to banish sleep as he closed his grip on the pistol in his lap. His skin was icy cold. The glow stick was still faintly gleaming, so he hadn't slept long. Silently berating himself for a moment of weakness - because Utonium certainly couldn't be expected to stay alert, being an adult and all - Wally stood, determined not to succumb to sleep again. He checked on the Professor, wondering if the man was asleep or unconscious, but he seemed to be breathing steadily. Very much wishing there was more he could do, Number Four turned and scanned the darkness beyond their little cave. It was raining again, and he listened carefully, learning the sound so that he could distinguish anything that didn't belong . . .

There. Something was definitely in the undergrowth a few yards to his left. Moving carefully, he snagged a fresh glow stick and bent it against his side to activate it before tossing it into the brush. The light arced and landed amidst the scrub brush.

Hissing erupted and Wally had a glimpse of beady red eyes and lurid, green armored plating as half a dozen nightmarish creatures scattered from the light, dragging long tails behind them. Without hesitation he raised the Null-Void and shot beyond the spot where they had been. A squeal rang out, and then silence.

"What was that?" gasped Utonium, waking up. He sounded startled, maybe even frightened.

"Those hitchhikers we picked up," Wally said. "I think they . . . I think they merged with armadillos or something."

A frown answered. Being an adult, Utonium was understandably confused. It was obvious to Wally that he didn't get out much. "Don't Fusion Spawns usually go for machinery?"

"Yeah, but when there's none around they'll take what they can get." He glanced back at Utonium. "I saw five or six."

The Professor sighed. "I'm sorry, Wally, I won't be much help to you."

"Don't you worry," he replied with feigned bravado. "I got this one."

"Armadillos," said Utonium laboriously, "are nocturnal and have poor eyesight. Their bellies are not armored. They have heavy claws for digging and . . . and can move with surprising speed when they need to."

Wally glanced at him in amazement, wondering if this man had any limits. The Professor's words were slurring, though, and he found that cause for concern. "That's a lot of help, Professor. Where'd you learn that?"

"Bubbles did a report on them in second grade." He sighed and muttered, "I think she's done a report on every variety of animal in North America."

"Oh. Cool. Well, thanks. Guess we can call them Harmadillos."

Utonium smiled. Like his son, he was always amused at the names given the Fusion Monsters. It was hard to keep a straight face when reading reports about things like Rending Machines and Pain Saws and now . . .

"Or Karmadillos, since we seem to have offended whomever's in charge of our horoscopes today."

Wally answered with a grin, following Utonium's meaning. His smile faded a moment later as he saw what effort it was taking for his companion to stay alert. "Um . . . do you need to lie down?"

With a small grimace and a nod the Professor closed his eyes, unable to keep awake but compliant when the KND helped ease him onto his side, just in case. Working gingerly, genuinely afraid of causing the man more pain, Wally positioned him as he'd been told with knees bent and his right hand in front of him as a precaution. At least this put more pressure on his wounded side if he started bleeding again. He tucked the blanket in close around the scientist and hoped he hadn't done anything that might be wrong or aggravate Utonium's injuries.

Brushing his blond hair away from his face, Wally rose and stared challengingly into the night, going over what little information he had to work with to keep the two of them alive long enough to be rescued. Fusion monsters tended to carry over the strengths and weaknesses of their hosts and he could only hope these nasty creatures were vulnerable. The question was how many of them were there? He knew they wouldn't quit any more than he would.

He surveyed their shelter. The shallow, dusty pocket in the side of the hill where Utonium lay was overhung by sloping rock that protruded just enough to give them a dry spot about twenty feet across. The ground was dirt and rock, and beyond the overhang was scraggly vegetation that struggled to survive in the poor soil. The land sloped uphill to more rock on his right and to his left it went downwards to where they had crashed amidst those poor excuses for trees. It was an unpleasant, inhospitable place, but he was glad he was on land and not the water.

Moving carefully, he retrieved the glow stick he'd tossed at the Fusions. He had an odd sensation that wasn't fear so much as a state of high alert. He could sense eyes upon him and he knew they were formulating an attack. While he was not the bookwormish type to grasp lofty ideals and philosophies, Number Four understood fully well the dynamics involved in battle tactics and how best to apply them. School work might be beyond his skills, but when it came to survival and fighting, Wallabee Beetles had few peers. Melees, not math, were what mattered the most right now, and he sensed he was going to be given the chance to prove his ability very soon.

They would attack from all sides. They had the advantage of numbers even if armadillos weren't much bigger than cats. They would try to cut him off from the Professor and pick them both off. Luckily the Professor was close to the wall of stone rising behind them. It wouldn't exactly be easy for them to flank him. At least, he didn't intend for it to be easy.

He had a single Null-Void pistol, nine glow sticks, the yo-yo, and lots of rocks in his arsenal. Keeping a wary eye on the darkness, he took a few minutes to stockpile rocks of decent throwing size, filling the pockets of his hoodie and mounding more of them close by the Professor. Mentally he categorized the weapons and their range – the blaster was his long-range defense, rocks were medium range, and the yo-yo was for in-fighting. He wondered how many adults realized what an effective weapon they were handing their kids every time they bought them a yo-yo. They may as well be handing Junior a rocket launcher for all the damage a trained expert could do.

He would have given a lot to know if the mayday had gotten through, but since there was no way of knowing he had to plan accordingly. If only the Professor hadn't been hurt. He'd be so much more optimistic about their chances if only Utonium was in some sort of shape to chuck a rock at a target. Of course rocks wouldn't stop a Fusion Monster, but the animal part of it could be hurt and a good shot with a rock could slow one down long enough for it to be dispatched by Wally's gun (though he never considered relinquishing the Null-Void, and wouldn't have even if Utonium had been the picture of health). Still, he didn't rule the man out since he'd managed to surprise Wally time and again today. For a grown-up, not only was he downright useful, but he had spunk and he sure knew a lot about a lot of things.

He crouched down, wishing he could see better in the dark and hear better over the sound of gently falling rain. His hearing he could do nothing about, but he might be able to help a little bit with the vision aspect. Number Four considered the glow sticks. They weren't much and they wouldn't last the night through, but it would be foolish not to put them to use. The Karmadillos (as he now thought of them) had not gone far and they would be back - sooner rather than later, he suspected. If there was one thing Fusion monsters had in common, it was a lack of patience.

His decision made, Wally acted. He laid hold of four of the glow sticks and snapped the cores to activate them. He wondered what Dexter might do with the things, considering he had a reputation for super charging everything he got his mitts on. Something as bright as sunlight would be very helpful out here. He'd have to suggest it to the Professor. He checked on Utonium first, the greenish light of the glow sticks making the man look rather sickly, and he wished he knew how to tell if a person was asleep or unconscious or in shock. For now he'd assume sleep because he had no real idea how to deal with the other states.

The sound of something passing through leaves alerted him to full awareness. Quickly Wally set the glow sticks at even intervals around 'his' territory. They didn't cast much light, but they did produce shadows and he silently swore anything that moved was getting shot unless it identified itself as a KND right fast.

Suddenly the brush seemed to erupt and an untold number of ugly, mutated creatures rushed at him, shrieking a shrill din. He had a brief glimpse of beady red eyes, clawed feet, and heavy, bulky armor. With a shout of surprise and fury he opened fire. The Null-Void rays deflected off their armor plating, smacking into the trees or rocks or dispersing into the air. They were faster than he'd anticipated, shockingly so, their clawed feet scratching and slipping on the rocks. There were too many for him to handle alone. He had to take some of them out _now_.

He shifted the Null-Void to his left hand and grabbed the yo-yo from his pocket. With practiced ease he got his finger through the loop and just as one of the Fusion monsters was scrabbling at the hem of his pants, he whipped the yo-yo down and bashed the thing right on top of the head with a loud crack before neatly catching and reloading the toy at the same time. Wally followed through with a shot from the Null-Void, right at the thing's head and close enough that he could feel the heat it put off. He didn't have time to find out if it was a winning combination or not - he was too busy kicking and struggling to keep more of the armadillo-things from dragging him down – but the mingled stench of ozone and burnt hair was oddly satisfying. The Fusions weren't too heavy - no bigger than a large cat - but with five or six clinging to his clothes the weight added up quickly.

Twisting around, he shook off most of them and held them at bay with kicks and swats and rocks. One of the green creatures clung to his sleeve with teeth and claws, so Wally used what he'd been given and whipped the thing around like a club, knocking two more of the armadillos well away and buying himself some space. Leaning over, he smashed his unwelcome passenger to the ground as hard as he could. It let go and he promptly punted it far away into the darkness. He smiled when he heard it crash through the brush with a loud squeal. He had room to use the Null-Void now and he looked for a target.

Abruptly he realized two of the glow sticks were gone and another was being dragged away by what was suddenly his next appointed target. With an angry shout Number Four swung the yo-yo in a wide, overhead arc and brought the heavy plastic spool down on the Karmadillo's back. It squealed and twisted, lunging at him with a savage hiss and giving him his first good look at the unfortunate monsters. It was hideous – all armor and teeth and claws and glowing red eyes. He fired the Null-Void hard and fast. The impact of the laser beams flipped the Karmadillo onto its back, and Wally grit his teeth and fired half a dozen shots into its exposed underside. He could smell burned flesh. It was sickening and infuriating that he should be forced to kill these silly and harmless creatures.

He heard a noise to the side and whipped a rock at the sound, driving another Fusion away from a glow stick. He threw a few more rocks in the Karmadillo's direction just to be sure. They seemed to have had enough for the moment, because no more attacks came and the two glow sticks he'd set out were left alone. Wally put them back into place and added a third, keeping a sharp eye on them. Adrenalin kept him alert and aware. His heart was still pounding in his chest as he surveyed the battlefield. There were two dead Karmadillos in his little territory and he was fairly sure he'd taken out another. Having no desire to stare at the things all night, he kicked the bodies into the bushes and then checked on the Professor, keeping a wary eye out for the next assault.

"Are you all right?" rasped Utonium, barely cracking his eyes.

Wally blinked, shocked the man was awake. Then again, battles were not exactly quiet affairs and Number Two had told him more than once that he tended to shout a lot when he was fighting, though he rarely remembered much about battles except the beginning and end.

"Uh, yeah." He was panting. "You?"

Professor Utonium didn't answer. He was staring past Wally with a look of sheer horror.

He swallowed, feeling the hair on the back of his neck stand up and a chill ghosting down his spine. Quietly he asked, "I'm gonna hate this, aren't I?"

With a tiny nod of his head, Utonium barely breathed, "Yeah."

Slowly Number Four looked over his shoulder.

"Oh, crap."


	4. Coyote Ugly

**Chapter Four: Coyote Ugly**

_"Sir?"_

A grunt escaped Dexter at the unwelcome interruption. Up to his elbows in grease and engine parts, the last thing he wanted to deal with right now was . . . anything.

_"Sir,"_ Morton insisted, his voice echoing slightly in the vastness of the laboratory. _"Number Two just called. Number One is en route to Mandy's office with a message of extreme importance. He's requesting your presence."_

He looked up, glaring at the three-dimensional comm-cube projected in the air before him. If the KND were involved, that could only mean one thing today.

"Sergeant, what happened to my father? Where is he?"

_"I don't have those answers, sir. Please come to the office."_

Though he showed no visible response, there was an undercurrent in Morton's tone that frightened Dexter. Anything that could make the former XO of the world's largest nuclear submarine anxious was worth getting concerned about, and without hesitation Dexter abandoned his work.

"I'll be there in ten minutes."

_"I'll meet you outside the elevator, sir."_

Trailed by three Dexbots, he hastened through the laboratory, peeling his soiled gloves and lab coat off as he walked and tossing aside his protective goggles. The robots whizzed around, whisking his clothing away to be cleaned and bringing him a fresh coat and gloves followed by a comb and a steaming hot washcloth to wipe his face. By the time he reached the elevators, he was clean, dressed, and ready for action. Leaving the robots behind, he stepped into the elevator and snapped,

"Executive office level."

The elevator shot up, then sideways and upwards again. Used to the quick motions, Dexter just rocked slightly. Hands clasped behind his back, he stared at nothing as he tried to keep his worry in check.

"What time is it, Computress?"

"1616 hours," his super computer immediately responded. Dexter frowned, highly dissatisfied at the news. His father should have been back from California already.

So many questions. Too many questions. Had NIMR been contacted? The FAA? What did the radar and weather reports say? Number Four had flown the Professor to California. What sort of operative was he? Dexter had seen the Australian exactly once, had never spoken directly with him, but the boy's reputation as a tough and highly capable fighter preceded him, and he had impressed Dexter with his bravery and daring on Mt. Kibble when Sector V and Ben10 had faced off against the first Fusion Dexter. That Morton entrusted him with the Professor's safety spoke volumes. Still, they had flown to Santa Barbara using 2x4 Technology, and Dexter's faith in the KND's ability to design a decent airship was non-existent.

He knew that if Nigel wanted to speak to him directly, it was bad. He liked and respected the leader of Sector V, finding Number One to be intelligent and engaging and fiercely dedicated. On the handful of occasions he had spent time with him, Dexter had enjoyed his company and conversation. Nigel, he knew, was aware of his aversion to venturing outside the secure areas of DexLabs, and so his request was neither lightly made nor answered.

As expected, Chip Morton was waiting for him when the elevator doors opened and equally expected, his expression was completely impassive. A blond giant of a man, Dexter briefly wondered how he had ever fit aboard a submarine. His bodyguard fell in behind as Dexter strode toward the office leased to Mandy for conducting this war.

"Sergeant, has NIMR been contacted?"

"I spoke to them myself, sir. Your father met with Admiral Nelson, then he and Number Four left as scheduled. Nothing indicated there would be any issues."

Dexter paused to look up at him. Morton was as much a friend as an employee, and Dexter knew he could rely upon him completely. He waited, knowing the officer wanted to say more.

"Beetles is a good soldier, a good pilot, and he knows what he's about even if he is rough around the edges. He'll take care of your dad."

Not entirely assured – because who would look after Number Four? – Dexter nodded and resumed walking. It wasn't far, and he strode past the desks where Mandy's secretaries – Nazz, Muriel, Assistant Scoutmaster Slinkman, and Mrs. Warthog – were busy with phone calls and paperwork. Mrs. Warthog announced them, though Dexter didn't slow down or stop for anything like an invitation to enter. He had no concern for protocol when the person he loved best was missing. There were several people in the office, and they all looked up from the maps they were examining as Dexter entered.

"What is the situation?" he demanded without preamble. He faced Nigel squarely, ignoring the rest of Sector V and the Supreme Commander sitting behind his old desk.

"The SHORTbus with Number Four and your father was attacked by a FusionFall on the eastern side of the Schell Creek Mountains at approximately 1400 today," Number One replied crisply, able to hide most of his anxiety behind a professional, no-nonsense demeanor. "They went off the radar and all communications have been lost."

Dexter frowned. "Have search parties been dispatched?"

It took effort for Nigel Uno to reply, knowing who he was condemning to a horrific fate. "No. There's heavy Fusion Spawn activity in the area. We can't risk the search teams getting infected."

The room seemed cast in a sudden chill and Dexter felt his hackles rise. _Can't_ and _risk _were two words that simply did not connect in his mind no matter the situation. He cast Nigel a hard look that clearly said the KND was out of his mind if he believed Dexter was going to comply with such a decision.

And Nigel Uno, who had spoken as a general and not as friend, was on this occasion infinitely grateful to be put in his place as Dexter, Boy Genius, unleashed the full might of DexLabs on the problem.

**OoOoOoOoOoOoO**

"Oh, crap."

Not so very long ago, the creature standing opposite him had been a coyote. To Wallabee Beetles, it was little more than a living nightmare.

In a state midway between despair and horror, Number Four stared at the mangy mass of hair, fangs, and slobber crouched on the edge of his territory. It was a saving grace that the coyote was small for its kind, perhaps a female or a yearling, but that wasn't very comforting in light of the long, low growl that reached his ears. The greenish light from the glow sticks glinted off its oversized fangs, and it twitched and shuddered as if in the grip of some sort of nervous disorder. Never had he seen anything so revolting and pitiful. He swallowed as he gripped the Null-Void tightly, knowing he had to eliminate this creature as quickly as possible.

"And double crap," he whispered. His heart was racing and despite the chill in the air he was sweating. He was afraid, but it wasn't the sort of fear to stop him or sap his strength. He wasn't afraid of the Fusion so much as what it might do to the Professor if he failed to protect him - and what Dexter and the Powerpuff Girls _would_ do to him if he had the gall to survive if their father bit the big one. "Professor?"

"What do you need?" asked the man quietly.

"Chuck a rock off to the right."

He obeyed without question, and Wally's regard for the scientist soared. His children had trained him well. The clatter of the thrown stone caught the Fusion monster's attention for a split second, and in that second, Number Four moved. He shoved the Null-Void forward and opened fire before the gun was even aimed. The white beams were blinding bright and the coyote twisted and dodged as much to avoid the shots as the light they produced.

Then it was coming right at him, teeth bared. Its eyes glowed lurid red in the faint light of the glow sticks. Instinctively he swung his right arm, the yo-yo fully extended. The cord wrapped around the creature's neck and he yanked hard in the opposite direction. The weight of the Fusion and his momentum wrenched his finger and arm, and he screamed in fury and pain as he sent the coyote tumbling. It rolled on the rocky ground, then darted to its feet and ran when he opened fire again. He lost sight of it quickly, though he knew it wouldn't go far.

Panting, Wally grimaced as the full impact of that maneuver made itself known. He looked down at his right hand. The cord from the yo-yo had cut all the way around his middle finger, right by the knuckle, and he had dislocated it as well. Without giving himself time to think about it, he grabbed his finger and yanked, snapping the bones back into place. Hissing and shaking his hand, he rubbed his shoulder with his left hand even though he was holding the Null-Void. Looking back at the Professor, he saw the man was somewhat alert and watching him with concern that bordered on despair.

"Let me see your hand," said the Professor.

Wally shook his head, pressing the injury hard against his side. They didn't have time for niceties like licking their wounds. "Just a cut, Professor. How are you?"

It was an instinctive question, and Wally winced internally when he realized how pointless a thing it was to ask the man. What possible answer could he give?

Utonium smiled faintly, pushing past his fear. "I'm awake. I'll try to stay this way."

Looking back into the darkness, Number Four shivered slightly. Trying to sound casual, not sunk, he asked, "How long do you think it'll take Dexter to scramble a few aeroships?"

"Not long," assured the Professor. "He alwa - _Wally!_"

He sidestepped, instinctively swinging his right arm despite the pain the motion caused. Gauging the distance in a glance, he let the cord on the yo-yo slide between his fingers a foot or so before pinching it tight, turning the toy into a club to crack the nearest Karmadillo on the head. Four of the little green rodents were attacking at once and from all sides. He twisted and kicked and whipped the yo-yo around as the Fusion monsters nipped at his feet and legs.

A strangled shout penetrated his focus a few seconds later and he whirled to see the Professor get knocked flat by the coyote. With his injured arm he tried to hold back the snapping jaws, and Wally had a horrific image of this man - his friend - getting mauled. He battled to extricate himself from the Karmadillos, realizing the attack had been coordinated. In a show of spirit and strength that astonished Number Four, Utonium laid hold of a nearby rock and hit the coyote in the head. He grunted with exertion, and the impact of stone against Fusion Monster made a hollow sound.

It wasn't enough to dislodge the monster from his chest, but it stunned the coyote long enough for Wally dart clear of the pests around his feet. The Karmadillos followed, squeaking in annoyance that their prey was escaping. The mangy mutt was too close to Utonium for him to shoot it with the Null-Void, but he knew from experience that the guns made pretty decent clubs and could take a beating as well as they could give one. As he ran he switched the gun over in his grip, holding it by the barrel with his hand braced against the wide muzzle and sight. A wild cry of rage rose up in his throat as he attacked, bringing the gun down hard on the Fusion's back and neck, raining down blows until the corrupted animal was forced to give ground.

The coyote kept its head lowered and ears flat as it circled around threateningly. Wally reversed his hold on the Null-Void and opened fire, driving the coyote away, back into the brush. He shot the Karmadillo he'd injured, kicking the body away, and chased another of the pests away from one of the glow sticks.

He staggered back, panting, and surveyed the darkness. He would have liked to have said he was ready for them if they attacked again, but that would have been a lie. No sound save that of the rain and wind reached his ears. He swallowed, waiting, but it seemed over for the moment. Slowly he backed up until he reached the Professor's side.

Utonium's injured arm was bleeding again, the bandages stained red with fresh blood. Grimacing, Wally knelt to get a better look. The Professor's eyes were closed and his wane face was screwed up in pain. His chest rose and fell in heavy pants as he tried to calm the unaccustomed rush of adrenalin. Wally did his best to check him over for more injuries, and as far as he could tell no new damage had been inflicted. Not that it mattered much – the man had been hurt, badly so, and he needed more attention than Wally alone could give.

"Professor," he said softly, as if afraid the Fusions might somehow hear. "Professor, you're bleeding. What can I do?"

Weary gray eyes looked up at him. Behind the pain of physical discomfort, Wallabee Beetles thought he detected something like pity or understanding in the Professor's expression. It was surprising and rare to find an adult that was so perceptive, but that attitude wouldn't do at all and Wally frowned at what he knew Utonium would say.

"There's nothing you can do, Wally," was the equally quiet reply. "Just do whatever you have to and make sure you survive long enough for them to rescue you."

_"Us,"_ he corrected firmly. He pointed for emphasis. "Rescue _us._ You stay alive, mate." He turned and glared into the darkness, growling, "I'll take care of the rest."


	5. Dangerous

**Chapter Five: Dangerous**

It started raining in earnest soon after the first coyote attack. The Professor was fairly sheltered where he lay, but Wally got soaked to the skin. He really didn't much care, and if nothing else the cold helped to keep him awake. The sound of rain distorted his hearing, and he felt the strain of constant alertness wearing on him. The glow sticks slowly faded, prompting him to activate another. After this, he had just three more of the lights. They weren't very useful and advertised the presence of humans to the Fusions, but any light was better - and more comforting - than nothing at all. He would have loved to see what Dexter could do to one of these things. Maybe he could even make one that gave off some heat as well as light. That would be easy to spot from the air or by infrared. He was so lost in his own imaginings of warmth and light and rescue that he almost missed movement in the shadows.

"Now what?" he quietly asked the night, his grip on gun and yo-yo alike tightening. He scanned the darkness, but saw nothing. Tired as he was, he was pretty sure he hadn't imagined it. When nothing happened for a few tense minutes, Wally stood down. To keep awake, he paced, knowing that to stop and sit would be a disaster. There was no way he'd stay awake if he gave in to the desire to rest.

Time didn't drag by – it just full-out stopped dead. Everything was dark, cold, and wet. It was almost impossible to imagine what daylight was like, impossible to imagine the shift in colors that would come when the sun rose. If it rose. If there really _was_ a sun. It seemed as if the world would be cloaked in darkness forever. Would the Fusions break off at sunrise? Would he and the Professor even still be alive to see the dawn?

What would the Fusions do? While not exactly intelligent on their own, Fusion Spawn were fast learners and they had their own methods of passing on knowledge. Get two of the blobs together and odds were good they'd merge into one. Once united, they were one being, and when they split again (and sometimes again and again) they all shared the same data with half the mass. Even Fusion Monsters like the lot he was facing could share information via Fusion Matter. He knew the DexLabs eggheads were trying to find ways to exploit and interrupt this communication. It suddenly occurred to him that Utonium, one of the egghead supremes, might be one or_ the_ one behind that effort.

Which meant Utonium was probably on the right trail with his research – why take him out of the game if he was barking up the wrong tree for answers? Which meant this attack probably wasn't random. Which meant someone had to tell the Fusions that he and the Professor had been heading to Santa Barbara today. Which meant . . .

They had a traitor in their midst.

Never one prone to analysis, Wally was very capable of seeing the obvious. He was absolutely no proof of such a charge, outside of the FusionFall finding them in the middle of the desert and crash landing and sitting in the pouring rain while praying DexLabs sent the cavalry to save their behinds, nor any idea of how to obtain proof, but Number Four had that rare and sinking feeling that he was right.

Wallabee Beetles frowned. As a KND operative, he'd had his fair experiences with traitors and their ilk. President Jimmy leaped to mind, the little slime. He hated the feeling of disappointment in a person almost as much as he hated being duped. It was like walking wide-eyed into a trap.

Bothered by the memory of Jimmy and the sense of anger that accompanied it, Number Four kept moving. He tried to focus on their surroundings in order to be alert to another, inevitable attack, but hunger and fatigue were working against him. It was a struggle to stay on his toes, literally and figuratively, but there was nothing else for it.

He didn't know how many people might have heard about this jaunt to visit the admiral, but obviously it was one person too many. Was it someone from NIMR or Downtown? Call him biased, but he was inclined to dismiss NIMR. All those grown-ups were so focused on the ocean and their fancy submarine that they didn't have time for the Fusion invasion unless it landed square in their laps. There had been an influx of refugees to Earth's Combined Forces at DexLabs since the invading Fusions had stepped up their game. Camp Kidney had been wiped out by sea monsters early in the year and Charles Darwin Middle School had been overtaken by Spelling Bees, those nasty, hypnotizing bugs. Some dump called Foster's had been Infected just last month and worst of all, Townsville had fallen under a concentrated force of monsters, mechs, and Fusions. All of these attacks had resulted in evacuees and victims of all shapes and sizes and species coming to Downtown, not all of them fighters and, possibly, not all of them with the planet's best interests in mind.

He couldn't imagine selling out, be it his friends or his cause or his whole stinkin' planet. What was wrong with some people?

So much deep thinking weighed down on him and sapped energy he needed elsewhere. The mere thought of ferreting out a traitor was enough to give him a headache on top of the one he already had. Wally shook his head, sending drops of water wide as he brought his focus back to the issue at hand. Let the thinkers think and the fighters fight. He knew his job and it wasn't looking for the big answers, just the immediate ones, and the most pressing issue at hand was how were they going to survive the night? He glanced back at the Professor. The man was very pale and still, but at least he was breathing. He had a lot of spunk for a grown-up. He needed it to keep up with his kids.

Speaking of kids – and Kids – where were they? Granted this place was horribly remote and he had no way of knowing if the mayday got through or not, but still. Dexter had pulled off more than a few miracles in the past and the command team of Sector V wouldn't rest until they had accomplished _something._ Anything.

"Up off yer duff, Nigie," growled the Australian, pacing across the small clearing. "I don't fancy kipping on a rock in the rain."

He turned to stride back across his territory when he felt it. Despite the chill in the air, the hair on the back of his neck stood up beneath the glare of something far colder than the weather. Wally halted in his tracks, his whole being tense. He'd felt this sort of look before on missions, in elementary school, and in battle. He could feel the sheer, wicked malice focused on his back with all the intensity of a laser.

His cold, stiff fingers closed tightly around the grip of the Null-Void, and with that motion all fatigue and anxiety slipped away, leaving in its place the instincts and reflexes of a warrior. Some people might call him a brawler, others called him stupid, but they were ignorant. He was a soldier, and sometimes there wasn't anything for it but to fight hard and dirty. It was his job to stand up for what he believed and no matter how many times he might get knocked down, to get up again.

What did he believe in? Himself. His friends. The rights of Kids and even Teens, because even though he was in his teens, Wally still considered himself a Kid. He believed the earth should be left alone. They had enough home-grown bad guys and monsters and freaks that they didn't need to import Fusions or HighBreeds or any other alien that happened by and decided they were a soft target.

He threw a quick glance back at the Professor, who was easily one of the coolest grown-ups he'd ever encountered and not just because he read _Spore_. Utonium hadn't just trusted and depended on Wally. He believed in him. The Professor had placed his life in Number Four's hands, supporting his decisions and abilities as no adult had ever done before. Never had Wally imagined being able to connect with anyone so smart and so old, but in his mind he counted Utonium among his friends. He believed kids should not lose their parents and at the end of the day, and that families – no matter how the individual defined them – should be together.

Eyes narrowed, he shifted his weight. Fusions might be dangerous, but so was he. One lone, scrawny kid with a hurt adult and hardly any weapons outside of a laser, a yo-yo, and some rocks to keep them safe. How much damage could he do?

There was a faint scratching noise of nails on rock. They were coming. Number Four smirked, ready.

He could do one hell of a lot of damage.

**OoOoOoOoOoOoO**

_"Mr. Uno, is there a reason my aeroship is not moving at maximum velocity right now? I know for a fact it's capable of going 3.1764 times faster than its present speed."_

Number One glanced down at the foot-high hologram of Dexter that appeared suddenly on the dashboard of the _X-1 August, _seemingly for the express purpose of yelling at him. Arms folded, feet splayed, head tilted at just the right angle to glare up at Nigel, it was impossible to miss his simmering anger and disgust. Possibly because Dexter was so small to begin with, the tiny projection managed to convey all of the Boy Genius' impatience as he demanded answers.

"We're not far away enough from the city to open her up, Dexter," Number One replied. "FAA regulations state-"

He sensed rather than saw those blue eyes narrow sharply as Dexter snapped, "I _will deal with the FAA, Number One, as well as deal with any fines or penalties they see fit to level on DexLabs, the ECF, or the KND. Damn the torpedoes, sir, and go get my father back."_

The hologram vanished, leaving silence in its wake. For a moment Nigel didn't move, fully aware that everyone on the small bridge of the aeroship was watching and waiting to see what he would do.

"You heard the man, Number Five," he said briskly, resisting the urge to smirk. "Punch it."


	6. Words of Wisdom

**Chapter Six: Words of Wisdom  
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The Fusion had anger.

Wally had determination.

The Fusion had the night.

Wally had a mission.

The Fusion had stolen instinct.

Wally had years of experience.

The next few minutes would tell which factors counted for more.

Weight and momentum worked in the coyote's favor as the Fusion leaped full upon Number Four. For a moment Wally thought he would go down beneath the impact, but instinct made him twist and side-step. Long nails scraped his chest beneath his orange hoodie and the sound of ripping fabric and a deep-throated growl inches from his face were sharp reminders of how close he'd just come to being shredded – or worse. His chest burning with pain, he stumbled, almost tumbling to the ground as a Karmadillo tried to trip him up. He stomped on the creature, slamming his heel hard onto its back and kicking it as far away as he could.

The shaggy green coyote, still twitchy and nervous, rounded on him again. Saliva, faintly glowing green, dripped from its mouth and its eyes shone with the desire to rend and kill. He shot another Karmadillo, sending the last few scurrying away with a flurry of squeaks. He had lost count of the pests, but he'd definitely made a good dent in their numbers. They stayed together in a small pack, he noticed, unlike their random attacks of before. That meant they had a plan. Damn. Whatever it was, he hated it automatically.

The scary thing was, there was a whole stinking, rotten FusionFall out there somewhere and if the remaining spawn got it into their 'heads' to turn everything in the landscape – up to an including the landscape - against him, he didn't stand a chance and neither did the Professor. He knew he had to take out the coyote as quickly as possible, before the stupid little spawns _really_ started to gang up on him.

Shifting his weight slightly, Number Four opened fire on the coyote, driving it back. The white beam was blinding bright and the high-pitched whine served to annoy the mutated animals. The moment he started shooting, the remaining half-dozen Karmadillos attacked, swarming around his feet, squeaking and hissing all the while. They nipped and darted in and out, worrying his jeans and trying to distract him as the coyote lunged. Wally saw it coming, and even as he ducked down and twisted to avoid impact, he realized the Fusion monster's intent.

It was after the Null-Void.

There wasn't just the intent to rob him of his most effective weapon behind the attempted grab. Null-Void weaponry was the only known defense against Fusions, Fusion matter, and all their assorted franchises. Lord Fuse very much wanted to get his cold clammies on one of the guns, but so far the Plumbers and Earth's Combined Forces had done an outstanding job of keeping that technology out of Fuse's clutches. The one Null-Void gun that had ever been captured (and traced not only back to earth, but to DexLabs and Dexter himself) had been remotely detonated before the Fusions had figured out what made it tick. Number Four would sooner destroy the gun himself and face the consequences than let the Fusions take it away from him.

His reflexes saved him and the gun, because the coyote missed and landed heavily atop one of his piles of rocks off to the side. His mind registered grim satisfaction as he saw it slip and struggle for balance. Using his momentum, Wally knocked the Karmadillos into a pile with a broad sweep of his leg before gaining his feet again.

"Nice try, mate," he growled as the Karmadillos tried to untangle themselves. Taking advantage of the situation, he shot into the knot of beasts. With loud squeals they ran off, leaving two of their numbers behind. Without hesitation or mercy he cracked each of them hard on the head with his yo-yo on a short string, making sure to eliminate them as threats. One of them had been faking being dead, but the heavy blow ended its unnatural existence.

Keeping himself between the Fusion and Utonium, he whipped the yo-yo back, his fingers tightening around the smooth plastic disk as he reloaded. The motion jarred his cut hand, but he welcomed the shot of pain. It was a sharp reminder to stay alert, to be even more ruthless than the creatures threatening him and the Professor. He knew someone cleverer than he might have thought of a way out of this situation, but in Number Four's mind the only way out was to fight. The fact that the coyote had gone for the gun and not him told him that he was doing something right.

The light from the glow sticks was waning rapidly, but he didn't dare relinquish either weapon long enough to get the others out of his pocket. He knew the Fusions had better night vision than he did, and if they dragged this out long enough they'd win by virtue of outlasting the feeble light. He had to get the last three glow sticks working.

"Professor," he snapped, tensing. He could feel the coyote's crazed glare. It was close by, clinging to the shadows and waiting for the perfect moment to strike. The Fusion had lost too many opportunities – it would not waste another chance to end this. "Professor, I need your help. Professor!"

He was rewarded with a small groan as Utonium dragged himself back to consciousness. Exposure to the elements was hitting the adult far harder than it affected Wally, and his many hurts had taken a heavy toll. It was good that Number Four wasn't asking for much, because it was evident the Professor had almost nothing to give.

"Professor, you with me?"

With effort, Utonium opened his eyes. Rain and pain washed away his moment of confusion, and in a hoarse whisper he asked, "Are they here?"

The Fusions? Their friends? Wally chose to interpret the question as optimistically as possible, thrilled to hear the man speak.

"They're on their way," he assured firmly, praying it wasn't a lie. He fought the urge to look back at him, not daring to look away from the night or lower the gun even for an instant. He paused, listening to the patter of rain and the rustle of brush. There was motion out there – more than one mangy canine and few overgrown rodents could explain. "Uh, listen, mate, my hands are a little full. Can you activate these glow sticks?"

He wasn't sure what he'd say or do if the Professor's answer was _no_, but he needed light and he needed it now. Relief filled him as Utonium faintly said,

"Yes."

In a swift movement he plunged his left hand, yo-yo and all, into the pocket of his hoodie and pulled out the three remaining glow sticks. A rustle in the brush as something moved closer drew instant laser fire as he defended his territory. The creature withdrew – for now. Still scanning the edge of the clearing for their attackers, Wally backed up a few steps until his foot touched the Professor's leg. Moving slowly, never looking away, he reached out, guessing where Utonium's hand might be. He was surprised at the feel of freezing cold fingers as the scientist clumsily relieved him of the glow sticks.

"Are you in shock?" he whispered, appalled that anyone could feel so icy.

A sigh, and then, "Getting there."

"Hang on," he ordered, gritting his teeth against the cold and wet. There was nothing he could do to help Utonium's condition except carry on. "It won't be long now."

Something moved into Number Four's line of vision and he opened fire without hesitation. The glowing green rattlesnake twitched and thrashed and then was still under the barrage of Null-Void fire. He stared at it grimly, knowing what this meant.

The rest of the FusionFall was going to join the party.

Crud.

It seemed an eternity before Utonium managed to snap the capsule inside the tube. A slight shift in the shadows told Number Four they had reached the home stretch. This was it. If a rescue team didn't reach them soon, they were done. Once these few glowsticks died, they had nothing left. Wally knew they wouldn't live far past these few feeble points of light. It took the Professor a good five minutes to activate all three glow sticks, and the effort used up what little strength remained to him. Utonium reached out, setting the luminous green sticks as close to Wally as he could manage.

"By your . . . left foot."

"Thanks," he muttered. He awkwardly moved them with his feet, setting them close. There wasn't much room to maneuver, but he was determined to stay as close to Utonium as he could. "Professor?"

"Yes?"

"Just want to say thanks . . . and I'm sorry. I wish I could have done better."

"No, Wally," Utonium replied softly, and his voice betrayed the pride and admiration he held for the KND operative. "No one could have done better."

Despite the situation, despite all his aches and pains and fears, Wally smiled. He never would have thought he could actually be friends with a grown-up, but it seemed he had accomplished the impossible.

"We're not finished yet," the Professor whispered.

He frowned, annoyed at himself for getting down. Hours ago he had been the one bolstering Utonium, and now the favor was being returned. Well. That's what friends did, wasn't it? Things were _mostly_ hopeless right now, not _completely_ hopeless. He had a little light and he had his weapons and a wall of rock behind him. Things could be worse – he could be surrounded by water.

_We're not finished yet._

Would he ever be? Would he even recognize the moment if it came? While he didn't consider himself to be philosophical, Wallabee Beetles knew there were some disciplines he embraced simply because he lived them. One in particular stood out . . .

_"A good friend of mine once told me that failure is an event, not a person," said Ben Tennyson as he addressed rank upon rank of demoralized ECF and KND troops in the aftermath of battle. Standing off to the side with the rest of the Sector V command team, Number Four folded his arms with an impatient growl. He didn't want speeches, he wanted action. Even so, something about Tennyson's voice struck home and he found himself hanging on every word. It wasn't just that Wally needed to hear the perspective Tennyson had to offer, but it was a truth he had never heard expressed before and it made total sense. "A lot of you are taking the loss of Townsville to heart. I know I am. But I also know I did everything I could to save it. In the end, yeah, we lost a piece of real estate, but we saved what's important – the people. Maybe we didn't do what we set out to do, but this is the difference between losing and just not winning. Setbacks are not defeats. The only one that can defeat us is ourselves. Don't let it happen. We didn't win this round, but I sure as heck wouldn't call this a loss, either."_

Who would have thought Ben10 could dispense such wisdom? That Wally remembered the scene with perfect clarity spoke of the impact it had upon him. They hadn't been beat. Not yet. So long as he gave it his all, so long as he was taken down and didn't just lie down, then he could say he hadn't lost.

He could live with that, just as sure as he could die with that.

He remembered one of the villains he'd fought back in the day – Father, perhaps, or Mr. Boss - had complained that he, Number Four, was too stupid to know when he was beat. He'd been insulted at the time, but experience had taught him that the reverse was the truth. He wasn't the stupid one. They were for thinking he would ever give up the fight.

He heard movement in the scraggly brush around their shelter. It was more noise than could be explained away by a coyote and a handful of armadillos. Through the fringe of his bangs he scanned the darkness, catching a glint of reflected light here and a shadowy form there. He'd called it all right. The gang was all here. He could see their red eyes glowing with savage intent as they formed an impenetrable barrier. There were dozens and dozens of eyes, hundreds, even, of all shapes and sizes and heights. They stared unblinking, and a faint green glow like rot seemed to cling to them. The fact that the Fusions weren't swarming all over Number Four and the Professor right this instant told him that they were being controlled and directed.

He tensed at a new sound, different from the motions of the Fusion beasts and the patter of rain. Something large was coming toward them, something bold and assured. It made no effort to move quietly or to hide its presence. It didn't need to. And with so many Fusion monsters here at once, that could only mean one thing.

A nightmare with a bowl cut and baggy clothes stopped at the edge of the halo cast by the glow sticks. Wally stared at his doppleganger in open disgust and loathing, taking in the green skin and glowing red eyes. Despite its lack of a mouth, the Fusion managed to sneer its contempt for the KND's puny efforts to survive so long against such odds.

Suddenly that mangy coyote didn't look so bad.

Ben Tennyson's words echoed in Number Four's mind, their meaning given a bitter twist as the game was changed once again:

_The only one that can defeat us is ourselves._

Wally drew a deep breath, bracing himself as he murmured, "Too bloody right, mate."


	7. Rage On

**Chapter Seven: Rage On  
><strong>

"That FusionFall fallout is interfering with our scanners," growled Number Five, looking up fiercely as if her commanding officer could somehow improve things through sheer force of will. She reset the screens for the umpteenth time. "Numbuh Five's just getting readings for a coat of slime from McCoy Creek to Vipont Creek. We gotta get in closer."

"Communications are still out, too," Number Three added, her voice unusually subdued. Abby cast her friend a quick look, proud that Kuki was holding it together so well when she was almost sick with anxiety over Wally.

"Weapons ready. Gun crews on full alert. Drop us down under a thousand feet, Number Two," ordered Nigel. "We're in the approximate area where the SHORTbus went down. We may be able to spot the wreckage."

Hoagie Gilligan drew a deep breath, bracing himself, and turning in his seat, did his job as second-in-command of Sector V by reminding his commanding officer of the immediate danger they faced. "Number One, this is a fresh FusionFall. It could have a flare-up."

Though unusual, it was not unheard of Fusion Spawn reforming clouds to produce another FusionFall elsewhere. Hoagie would be remiss in his duty not to bring up this unpleasant fact.

"I'm well aware of the risks, Number Two," Number One replied crisply, intent on the view screen. "The _August_ can easily handle that altitude and she has enough VTOL ability to get us out of range should that become necessary. Unless _you_ want to tell Dexter we didn't go to every possible length to save his father, carry on."

Number Two grimaced, knowing perfectly well that even if there was a flare-up, his odds of survival were much better out here, risking life and limb against a fresh FusionFall, than being back at DexLabs facing Dexter and his almighty wrath. Equally bad, he'd have to face Kuki. "On it," he gamely replied, dropping the sleek aeroship down and switching on her searchlights.  
><strong><br>OoOoOoOoOoOoO**

A small sound of fear and awe escaped Utonium where he lay behind Number Four. Somehow the grownup's appreciation for what they were up against brought the situation down to earth. Though he knew it was still present, Wally forgot his fatigue as he swiftly analyzed the situation. One thought stood out above all others - he must not, could not lose the Null-Void gun.

"Wally," Patrick Utonium breathed. His voice was weak but clear. "Listen carefully. That mimic is made of unrefined Fusion Matter. It won't be as stable as other Fusions or even these Fusion Monsters."

"You can tell?" Wally asked uselessly, impressed.

"Look at the color. Hard-core Fusions are darker green."

He looked again, seeing past his revulsion to the details that were so near and dear to a science nerd's heart. The Professor was right, and he of all people would know. There was a slight shimmy to the Fusion's outline, like ripples across the surface of water. "So it's a slimy, me-shaped water balloon full of green gook."

There was a pause, then, "Basically." The Professor was not about to argue with an assessment so inelegant yet so accurate.

He nodded, glad for the information. So, he had a bit of a ghost of a chance. Maybe. Hopefully. . . Please?

The Fusion Number Four gestured to the tiny monsters surrounding it, keeping them at bay and hogging the fight for itself. That was something else that set Fusions apart from Fusion Monsters - they had slightly more complex emotions and pretty sizable egos. They were the leaders in the field for the Fusion forces and all monsters and mechs and spawn were secondary, but the concept of teamwork escaped them and they had a habit of trying to handle the greatest threats - usually the people whose DNA they had stolen - alone.

Wally stared at his green copy, repulsed. One green alien invader at a time. Take out the general, then take out the army. "Right. Well."

He whipped the Null-Void up and opened fire in a motion so quick and sharp the Fusion was momentarily caught off guard. Two shots landed and sent ripples across the thing's surface before the Fusion dodged and lunged at him. Charging straight into the assault, Wally knew this thing would be able to meet and match his every attack and technique. He did not dare underestimate its ability. It was him, after all, just not as good looking.

Cold, oily hands grappled with him as each of them tried to gain the upper hand, battling for control of the Null-Void. This thing knew what he knew, but was it capable of thinking like him? Planning? Improvising? He'd seen and fought Fusions plenty of times before, but always at a distance and never against his own doppelganger. His only hope lay in channeling someone else's fighting style and catching this thing off balance. Who could beat him in a brawl? Not many people.

The Fusion seized the barrel of the pistol in one hand and Wally opened fire again, forcing it back a few steps. Tireless and driven, it came at him.

Exhausted and desperate, Wally rose up to meet it.

Should he try to channel Kuki? Granted some of her girly techniques were pretty shocking and she had the power to stop a fight dead, but singing or planting a kiss on this particular bad guy in the thick of battle wouldn't do much more than get his jaw busted and prove to the Professor that Wallabee Beetles was off his rocker. Hoagie? He depended too much on razzle-dazzle machinery for Wally's taste. Besides the gun, Wally had a yo-yo and some rocks. He was sure that given time and resources Hoagie could have come up with a rock-launching catapult or fancy rock-shooting canon, but time and resources (and know how) were in short supply. Abby? She was slick. Usually she was already on her next target before the first one realized they'd been outclassed, but that didn't always work on people (and Fusions) like Wally, who never quite knew when they were beat. Then there was Nigel. The leader of Sector V was clever. He always fought with his head. That seemed to Wally the most sensible course at the moment, and seeing an opening, he head-butted the Fusion Number Four.

The cheap copy staggered back, clutching at its face. Wally would have loved to use the precious few seconds that bought him to attack, but he was reeling and fighting to recover his bearings. It hurt like billy-o and he wouldn't do that again anytime soon. Instinct to keep his doppelganger back and away from him made him deploy the yo-yo, whipping it in a wide arc around him and falling back a few steps.

In the grimy light he could see the Fusion drop its hands. Its face was flattened, like one of those squash-nosed cats Kuki loved for some reason. Wally felt a glimmer of satisfaction. He'd never seen a Fusion get dented before, which supported the Professor's theory that this thing wasn't as stable as the normal Fusions. Score one for the KND.

He was breathing heavily and he was desperately thirsty. Dammit, he was tired. There was no way this thing could miss - or fail to exploit - that fact. Still, he had the gun and as long as his trigger finger wasn't broken, he could fire.

So, he did.

He targeted not just his gross doppelganger, but the pack of animals taken over by Fusion Spawn. The beasts were getting too close for comfort and he didn't trust them any further than he could toss a SCAMPER. It was like feeding time at the zoo - squeals and hisses and angry yelps rose up as Wally did his best to mow down as many of them as he could. The Fusion dashed away into the darkness. He could hear it crashing about. No way was _he_ so clumsy, Wally thought. The smaller animals dropped with a shot or two, the larger ones scattered.

"Wally," gasped the Professor. "Wally, be careful! It'll overheat!"

Suddenly his Fusion came lumbering back out of the darkness, fury written in its face. Moving at full speed, it dodged another blinding-white beam of Null-Void energy and tackled Wally around the waist, driving him back a few steps before dragging him down. Wally tucked his chin against his chest and tried to roll with it, but he didn't stand a chance. Together they hit rock and gravel with a bone-jarring thump. His right hand slapped back onto the ground and he lost his grip on the Null-Void. The laser gun skidded across the flat surface. Instantly the Fusion scrambled to claim the gun and just as desperately, Wally fought to hold it back. They grappled, tangled together on the ground, clawing and struggling in the most savage fight of his whole life.

It was disgusting to feel and smell this thing at close range. Its body was cold and had an oily feel and its rain-slicked flesh didn't give the same way as a human's. There was no bone or muscle or even clothing beneath his grip - just slimy Fusion Matter too busy trying to kill him to infect him. It really was a Wally-shaped water balloon.

The struggled on the ground, hands and feet pummeling each other. It was a desperate, no holds barred struggle and the only thing they weren't trying to do was bite - the Fusion couldn't and Wally wouldn't. A cold hand closed around his throat and the Fusion cocked its fist back, preparing to drive its knuckles through Wally's face. He'd seen that move before - he'd used it. At the last moment Wally turned his head, wrenching his neck as he avoided the blow. The Fusion punched the rock ledge, sending waves of kinetic energy through its body and making it shimmy. Wally tried to roll away, but the thing's grip on him remained firm and he was pinned down. He returned the favor, laying hold with his free right hand as the doppelganger started choking off his air supply. Determined to keep this bodgy green lurker from getting his cold clammies on that Null-Void, in one swift, snapping motion Wally looped the string of the yo-yo around the Fusion's throat. The weighty toy twisted over its own taut string and he yanked hard, the line cutting into his palm as he tried to pull the Fusion off of him.

There was really no way for him to kill this thing without the Null-Void, but that certainly didn't stop him from trying. He let go his hold on it long enough to swing his right hand right at its head, his open palm smashing it in the same direction he was pulling. The Fusion rocked with the blow, allowing Wally to gasp in some air but not losing its hold on him.

He writhed and twisted in growing desperation to be free of the relentless grip. It was crushing him, crushing his throat, grinding him into the ground as it held him at arm's length. There was a roaring sound in his ears and he tried to scream out his defiance. Seconds felt like an eternity as he fought the cold, powerful hands trying to end his life. It did not take long for a person to lose consciousness, he knew, and this thing had all night. The Fusion had figured out that it need only kill him. If Number Four fell, Utonium was doomed and if their side lost Utonium, something told Wally that all was lost. Not just one man, but the whole bleeding war.

He swung again, but this time the Fusion was ready and twisted its head, meeting the assault literally head-on. Wally let out a scream at the moment of impact as something in his hand gave - bone and sinew and what else he could not tell, he just knew that it hurt like hell and for a long moment he saw stars that weren't there.

Or were they?

Lights - real lights, not the sickly glow of a light stick - were moving across the sky overhead. That was the roar he'd heard. A ship. They were here - KND or the ECF or Providence or the police or anyone. He didn't care. Rescue was at hand - sort of. He just had to live long enough to signal them. He just . . . had to . . . live . . .

"Wally, I'm sorry!"

A shot rang out, he was blinded by a flash, and suddenly he could breathe. He felt as if his whole body had gone numb and he could taste . . . Lima beans? Gross. It took him a moment to realize this was the effect of a Null-Void blast. It hadn't been a direct hit - that would have knocked him out cold or worse - but residual blowback from being so close to the beam. The Fusion jolted at the shot, losing its hold. Wally ignored the fresh cuts on his hand as he yanked his double aside and scrambled away from it. He was dizzy and panting. The string for the yo-yo slipped through his fingers as he lost his last weapon. He didn't get far - the Fusion laid hold of his pants leg and jerked him back, but in that instant both copies of Number Four froze in a split second of astonishment to see the Null-Void in Professor Utonium's grip. Deathly pale, panting, trembling, there was a thin smear of blood visible where he had dragged himself the short distance to the fallen gun and he half-sprawled on the rock. It was evident he was about to pass out, and if Number Four and his doppelganger had been another ten feet away, he would have missed his target.

The moment of surprise passed. The Fusion Number Four was momentarily stunned and Wally kicked himself free of its hold. He scooped up a rock in his left hand and bashed the Fusion upside the head as hard as he could as the thing was trying to stand. Unlike the coyote he'd nailed earlier, the cheap Fusion's skull gave way. The fist-sized stone stuck in its head like a chunk of fruit in Jell-o and Wally staggered as his momentum was interrupted. On its knees, the Fusion rounded on him in fury, seizing his arm in an iron hold.

"Shoot it again!" screamed Wally, his voice hoarse as he struggled against its hand.

"You're too close," panted Utonium.

"I don't care!"

"I do," the scientist whispered.

Still holding Wally in its grasp, the Fusion got to its feet. Dragged along for the ride, Wally tried to dig his heels in but the wet, rocky surface offered no purchase for his sneakers. He had no more weapons, just his hands and feet, and he did everything in his dwindling power to make existence difficult for the Fusion. Fed up, the mimic shifted its hold to Wally's broken hand and closed its grip tightly. He couldn't help himself - he screamed as broken bones were ground against one another and suddenly he was on his knees and his vision was obscured by flashes of light. Was it the ship? he wondered, then reasoned no, it was just pain. Lots of pain.

In the faint aura of light left to them, he saw the Fusion move. It pointed at the Null-Void pistol in Utonium's hand.

Wally tried to twist away, but it was impossible and he only hurt himself more. "Don't - agh!"

The Professor stared, horrified at the choice he was being given, but for him there was no choice. He never looked away as he shifted his hold on the weapon.

"Let him go," Utonium ordered.

The Fusion's contempt for their softer emotions was evident. There would be no bargaining. It continued pointing.

"It's me you're after," the Professor stated, his words slurring as he struggled to focus. "Let him go."

"Professor," gasped Wally, wondering where the _hell_ that ship had gone off to, "don't. Don't do this. It'll kill us both if it can and if you give it that gun, we're dead."

"Trust me. If you live, I'll count that as a victory," Utonium replied and weakly tossed the laser as best he could toward the Fusion. The gun clattered to a stop a few feet off target.

Number Four lunged - or tried to. "No!"

"Wally - no! Don't!" cried the Professor.

The Fusion dropped him, releasing pressure on his broken hand. Winding up, it backhanded Wally hard in the head, knocking him flat. He tasted blood and dirt as he looked up. Through his fringe of blond hair he watched in horror as the Fusion Number Four stepped over and picked up the Null-Void gun. Though mouthless, it seemed to smirk at its counterpart. There was no way Wally could gain his footing and reach his double before he got shot. The doppelganger knew this and it enjoyed its moment of power over them before it raised the gun. At almost point blank range, it aimed directly at Wally's forehead.

He had a fleeting sense of annoyance that he was going to be shot by his own gun. Shot by some dimbulb copy of himself with a squashed nose, a yo-yo dangling around its neck, and a rock implanted in its brain. Really? Could it get any more inglorious than this?

At this range, a shot to the head by a Null-Void would kill him. He set his mouth in a firm line, refusing to give this thing a moment of fear. And really, at this point he was light years beyond fear. He could feel every ache and cut he'd sustained since the SHORTbus had crashed yesterday afternoon. There was a dull ringing in his ears that made him grit his teeth and a lingering taste of Lima beans from the Null-Void blowback. He could smell rain and the acrid stench of Fusion Matter and hear the remaining Fusion monsters squeak in agitation. He stared straight down the barrel of the gun and past that to his mimic, refusing to look away The Fusion let him linger a bit, dragging out the torment, until finally its finger tightened and it pulled the trigger.

Despite his resolve, Wally tensed, ready for the flash of light that would end this disgrace.

Nothing happened.

It tried again.

Still nothing.

The Fusion's bewilderment at this development was almost comical. Wally started, suddenly realizing the ringing in his ears wasn't from being hit or shot - it was the micro neo-neuroatomic protocore that powered the Null-Void. It was overloading. The Professor had set it to melt down before he turned the gun over to the Fusion.

The Fusion frowned like a child whose toy had broken. Giving the Null-Void a shake, it tried to kill Wally again, but once compromised the guns were inoperable. Eyes wide, Wally looked to the Professor. Utonium was staring at him intently.

"Fifteen," Utonium said softly, then a few moments later, "Ten . . . nine . . . eight . . ."

"Rage on, mate," hissed Number Four. He scrambled to his feet, running not at his enemy, but to his friend. The Fusion lifted its green head, realizing only then what was about to happen and that it was too late to do anything. Wally yanked his hood up, dropping beside the Professor and doing everything he could to protect the injured man. He squeezed his eyes shut, praying as he wrapped himself around Utonium and held on for all he was worth.

The Professor's countdown was off by a second or two. It didn't make a difference. There was a brilliant flash of light as the Null-Void consumed itself in its own power. A strange _whoosh!_ sound was followed by the splat of destabilized Fusion Matter hitting the ground behind them. When the radiation faded, the light was gone. They were in darkness. His Fusion was dead, reduced to the slime that made it, but the mutated animals were still out there. Wally didn't move. He just held the Professor tightly and wished he could find the words to tell this man how glad he was to have met him and called him a friend, if only for a little while.

**OoOoOoOoOoOoO**

"There! There it is again!" She pointed at the screen. "Energy spike! That's a Null-Void discharge!"

Nigel Uno leaned heavily over Number Five's seat, never doubting her. "Have you got a lock?"

"Gettin' it, gettin' it," she murmured, determination written on every line of her face as she worked the controls with feverish intensity. "Numbuh Two, drop us down another two hundred feet!"

A little whine was his only answer, but Hoagie obeyed.

"Got it!" she exclaimed. "Bring us about! Hoagie, feedin' the navi-computer the exact coordinates."

"Alert the medics," called Number One. "Scan for Fusions."

"Nigel," Number Five said quietly. _"Everything_ down there is a Fusion."

"They didn't shoot themselves with that Null-Void. Take us in!"

**OoOoOoOoOoOoO**

He tried not to hear the sound of the Fusion Monsters approaching. No longer afraid, at home in the dark, they made no attempt to sneak up this time. There was a rustle of underbrush and the sound of small claws on the rock as they drew near. He didn't move. He couldn't move. There was nothing left to give. His body was beaten and broken and even if he had a weapon, he probably wouldn't have been able to use it. And so he kept still, holding the Professor close and hoping it was over soon. He wasn't sure if Professor Utonium was conscious or not. He hoped not. Something swiped at him, its claws snagging in his heavy hoodie for a moment before hissing and breaking away.

And then there came the high-pitched whine of an aeroship engaging tiltrotors to hover overhead. The sound drowned out the Fusions as they scattered in all directions. The rain was blocked even as water spray was kicked up to fill the air. Huge splashes of light searched the ground nearby, sweeping over them before the beams came together, focusing on them. A sigh escape Wally, and with that breath came the realization that they were not going to die. Dexter and the Kids Next Door had come through.

So had the Professor.

So had he.


	8. Fusion Fallout

**Epilogue: Fusion Fallout**

For more than thirty hours, Wally just slept.

He vaguely remembered babbling to Number One about 981's idea of supplies and outdated glow sticks as he was supported into the hold of the _August_. He saw the Professor looking very pale and Number Three looking like she wanted to launch a world-class fuss over him. Lacking the energy to resist, he let her. Fatigue eventually overrode concern, especially after the medics put a soft pillow under his head and a warm blanket over him. Soon after that, exhaustion and pain killers had dragged him down into sleep where his dreams were dominated by the color green.

He woke up once for a few minutes and recognized the room as DexLabs Medical. He had no memory of coming here; he must have been asleep or unconscious when he arrived. A gurgling sound caught his attention and he looked to see Kuki sitting next to his bed blowing bubbles into her drink through a straw. Her dark eyes seemed to light up and she grinned broadly to see him awake.

"Wally! I was so worried!"

He tried to answer, but his brain was fuzzy and mouth was dry and he only made a nonsensical noise that delighted Kuki.

"Thirsty?" she asked, offering the drink. "I have lemonade."

When he moved to reach for it he found his hands were bandaged and stiff. Kuki raised the bed up slightly and held the cup for him. The drink was sweet and tart and cool and the best thing he had ever tasted. After a few swallows he tried his voice again.

"Thanks. Thanks for finding us."

"Drink some more," she said, pressing the liquid on him. "You were pretty amazing against all those Fusions. The Professor told us."

Memory rushed in upon him like a wave. It was a little galling that the Professor had woken up before him, all things considered. "How is he?"

"He needs lots of rest, but Seventy-Seven says he'll be fine. He's home now. He wanted to come visit you, but he's not allowed to move for a few days. You'll have to go see him."

Wally nodded, pleased at the prospect. "He was pretty useful for a grown-up."

"He called you a hero. He said you saved his life."

The admiration in her face as she said this gave him pause, and try as he might his tired brain could not come up with a witty reply. A hero? He was a fighter, a brawler. That's what he did. Hardly the stuff of heroism in his mind, but Kuki seemed to be in complete agreement with Professor Utonium. If only for her sake, he wasn't going to argue. Seeing that he was drifting off again, Kuki began telling him a fairy tale, her voice expertly pitched to lull him back to sleep. He had no idea of what the story was about and he didn't remember nodding off on her, but this time the green in his dreams was of a completely different shade. Darker, richer – the same shade, in fact, as Kuki's sweater . . .

When he woke up again his head was clearer and his whole body was stiff and sore. It was to be expected; he'd had quite the donnybrook. He carefully stretched, mindful of his bandaged hands, then rubbed the sleep from his eyes as best he could with his fingertips. The motion dislodged a Rainbow Monkey plush toy, obviously left behind by Kuki. Not wanting to be seen with anything so silly, he turned to toss it on the chair.

"Good afternoon, Mr. Beetles."

He froze, surprised to recognize that voice. Dexter sat in the chair where Kuki had been. He was quite possibly the last person Wally would expect to be sitting at his bedside. He had never seen the owner of DexCorp International up close before and he was amazed to see that Dexter's hair really was that red. He chucked the Rainbow Monkey behind him where it landed with a squeak. Having no idea of what to say, Wally finally settled for a quiet,

"Hi."

Dexter nodded in acknowledgement of the greeting, seeming to recognize Wally's confusion. "I hope you're not in any discomfort. I understand that you injured your hand."

He had to wade through accent, but he got the general idea of what was being said. He displayed his heavily bandaged hand. "Naa. It's nothing bad. Just stiff."

"I wanted to thank you in person for everything you did to protect my father. He was very impressed not just by your piloting and fighting skills, but also the aptitude and degree of caring you displayed while tending to his injuries. He said you made an excellent medic."

Not used to such glowing reports, Wally shrugged slightly. He didn't want to dismiss the praise, but he wasn't sure how to respond. "He talked me through everything."

"And you weren't afraid to do it. Further, he said using the magazines as a splint was your idea. You did such a good job the medics didn't remove it until Dr. Cardon put the Professor's leg in a temporary cast. There was no need." Dexter gave him a small smile. "Don't be surprised if he pushes you towards becoming a medic or even a doctor some day."

"Me? A doctor?" A snort escaped him at the notion.

Dexter cocked his head, curious. "Why not?"

"You gotta be smart to be a doctor."

"You must also be smart to be in the Kids Next Door or pilot a ship or win a fight against impossible odds. The Professor would not have said you made an excellent medic if he didn't mean it, Mr. Beetles. Don't sell yourself short."

It was a lot to consider. Quietly he promised, "I'll think about it."

"Good," Dexter replied, genuinely pleased.

He drew a deep breath, wondering if he should say anything about the possibility of a traitor. It occurred to him that anyone as brainy as Dexter would have already have thought of everything he might say, and he hesitated.

"Mr. Beetles?"

Dexter wanted him to speak. He was waiting for Wally to speak.

"This FusionFall," he said softly. "It wasn't random."

The younger boy's features hardened. "Continue," he ordered.

"Hardly anyone knew about your dad visiting NIMR. We were so far from everything when that fall hit - I swear, that place made Nowhere look busy. It hit us at just the right time in just the right spot to make it really hard to find us. Besides, a whole FusionFall for one SHORTbus? No. They were targeting the Professor."

"So what you're saying is . . . ?"

"We've got a traitor, mate."

For a long moment Dexter just stared at him. Wally was beginning to wonder if Baby Einstein was about to tell him that he was off his gourd when the younger boy abruptly said in hushed and hurried tones,

"I ask that you say nothing about this, Mr. Beetles. Not even to Number One. You're absolutely correct in your surmise. I suspected as much when we lost Townsville. With the weapons and forces we had at our disposal, we should _not_ have lost that city." He glanced over at the door, lowering his voice still further. "Commander Tennyson and I are working on the problem. Number One and Mandy are aware of our suspicions. Promise me you'll say nothing and do nothing until we call upon you."

It was a relief to know that someone else not only shared this information, but believed the same thing. There was such focused intent in Dexter's eyes that there was no room left for doubt as to his sincerity. Plus he was being offered a piece of the action when it came. Wally nodded, saying,

"Promise. I can keep my yap shut."

"Thank you." Dexter looked down, remembering something and moving onto a safer topic. He picked up a slim magazine from his lap. "Oh! My father asked me to make sure you got this. He thought you might need something to entertain you."

He handed over the latest issue of_ Spore_. Wally grinned as he studied the noir cover. "Ripper!"

"The ending will shock you," warned the Boy Genius. "Not even I saw it coming."

"You read this?" gaped Wally. Utonium was hard enough to believe. He never would have pegged Dexter as a fan of comic books.

Dexter gave him an incredulous look. "Half of DexLabs reads it. Mr. Green and Sgt. Morton go head-to-head once a month over whether or not Arsynergy is a monster or an alien and DexCorp's production plant has a betting pool over how many times Dr. Riley can be cloned over the course of this story arc."

"Wow. I'm surrounded by nerds." He caught himself too late. "Uh . . ."

Not in the least offended, Dexter actually grinned. "You have no idea." Standing, he straightened his lab coat. "I'll leave you to it, then. I'm sure my father will want to discuss your reactions and opinions. Thank you again for all you did for him. You have my undying gratitude. I hope that someday I'll have the opportunity to repay some small part of what I owe you."

Wally wondered if he was for real, and then figured he had to be. Dexter had proven long ago he could walk the walk. Yeah, he meant it.

Something in his expression caught Dexter's interest, because the younger boy looked at him expectantly. "You have something in mind, Mr. Beetles?"

"Well, call me Wally, for starters. And . . . do you know anything about glow sticks?"

The question caught Dexter off guard if that arched eyebrow was any indicator. "I might. Why?"

"The ones we had on that SHORTbus were for crap. Think maybe you could turbo charge some?"

Unknowingly, he had just set one of the most formidable minds on the planet on a mission. With a sly-eyed smirk Dexter turned to leave. "I'll see what I can do, Wally."

"Thanks, mate," he said, unaware of the forces he had just set in motion. "And thanks for the comic book."

Dexter nodded and left him to his reading and recovery, his heavy boots making no noise as he exited the hospital room. Settling down into the pillows, Wally propped his head up on the Rainbow Monkey and rested the book on his knees, studying the cover of _Spore_ and weighing what it had come to mean.

This was his secret, something he had in common with the likes of Professor Utonium. And not just the Professor, but Buttercup and Dexter and Mr. Green and Sgt Morton and lots of other super-smart, super-capable people that worked here. Maybe, just maybe, he had a bit more in common with them than just a comic book.

Maybe he really was a hero.

_- fin -_


End file.
